UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM
S-8
REGISTRATION
STATEMENT
Under
The
Securities Act of 1933
BIOVERIS
CORPORATION
(Exact
name of Registrant as Specified in its Charter)
Delaware
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80-0076765
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(State
or Other Jurisdiction of
Incorporation
or Organization)
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(I.R.S.
Employer
Identification
Number)
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16020
Industrial Drive
Gaithersburg,
MD 20877
(301)
869-9800
(Address
of Principal Executive Offices) (Zip Code)
2003
STOCK INCENTIVE PLAN
(Full
Title of the Plan)
BioVeris
Corporation
16020
Industrial Drive
Gaithersburg,
MD 20877
(301)
869-9800
(Name
and Address of Agent for Service)
(Telephone
Number, Including Area Code, of Agent for Service)
RECENT
EVENTS: DEREGISTRATION
The
Registration Statement on Form S-8 (Registration No. 333-113173) (the
“Registration Statement”) of BioVeris Corporation (“BioVeris”), pertaining to
the registration of certain shares of BioVeris’s common stock, par value $0.001
per share (“BioVeris Common Stock”), issuable to eligible employees of BioVeris
under the 2003 Stock Incentive Plan, to which this Post-Effective Amendment
No.
1 relates, was filed with the Securities and Exchange Commission on March
1,
2004.
BioVeris,
Roche Holding Ltd (“Roche”) and Lili Acquisition Corporation, a wholly-owned
subsidiary of Roche (“Merger Sub”), entered into an Agreement and Plan of Merger
dated as of April 4, 2007, pursuant to which, among other things, Merger
Sub
would be merged with and into BioVeris, BioVeris would survive as a wholly-owned
subsidiary of Roche and each outstanding share of BioVeris Common Stock would
be
converted into the right to receive $21.50 in cash, without interest (the
“Merger”).
On
June
26, 2007, BioVeris effected the Merger pursuant to Section 251 of the General
Corporation Law of the State of Delaware. The Merger became effective as
specified in a Certificate of Merger filed with the Secretary of State of
the
State of Delaware on June 26, 2007 (the “Merger Date”).
As
a
result of the Merger, BioVeris has terminated all offerings of BioVeris Common
Stock pursuant to its existing registration statements, including the
Registration Statement. In accordance with an undertaking made by BioVeris
in
the Registration Statement to remove from registration, by means of a
post-effective amendment, any shares of BioVeris Common Stock which remain
unsold at the termination of the offering, BioVeris hereby removes from
registration all shares of BioVeris Common Stock registered under the
Registration Statement which remain unsold as of the Merger Date.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies
that
it has reasonable grounds to believe that it meets all of the requirements
for
filing on Form S-8 and has duly caused this Post-Effective Amendment No.
1 to
the Registration Statement on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, on July 12, 2007.
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BIOVERIS
CORPORATION
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By:
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/s/
Steve A. Oldham |
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Name:
Steve A. Oldham
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Title:
Vice President and Assistant Secretary
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Pursuant
to the requirements of the Securities Act of 1933, this Post-Effective Amendment
No. 1 to the Registration Statement on Form S-8 has been signed by the following
persons on July 12, 2007 in the capacities indicated.
Signature
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Title
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/s/
Tom Adkins |
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President
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(Tom
Adkins)
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/s/
Antonio Vergara |
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Vice
President and Treasurer
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(Antonio
Vergara)
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/s/
Gottlieb A. Keller |
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Director
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(Gottlieb
A. Keller)
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/s/
Frederick Kentz |
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Director
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(Frederick
Kentz)
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